New Horizon Aircraft (Nasdaq: HOVR) CEO exercises PSUs and covers 52,093-share tax bill
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
New Horizon Aircraft Ltd. chief executive Eric Brandon Robinson reported vesting and exercise of 207,468 Performance Share Units (PSUs) into Class A ordinary shares on May 26, 2026, based on market capitalization performance criteria. Of these, 52,093 shares were disposed of to cover tax withholding obligations, with no cash proceeds to him.
Robinson now holds 686,319 Class A ordinary shares directly, including shares acquired under the employee share purchase plan, and 1,372,510 shares indirectly through Robinson Family Ventures Inc., for which he disclaims beneficial ownership beyond his pecuniary interest. He also retains 292,532 PSUs expiring on December 15, 2029.
Positive
- None.
Negative
- None.
Insider Trade Summary
207,468 shares exercised/converted
Mixed
4 txns
Insider
Robinson Eric Brandon
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Performance Share Units | 207,468 | $0.00 | -- |
| Exercise | Class A Ordinary Shares without par value | 207,468 | -- | -- |
| Tax Withholding | Class A Ordinary Shares without par value | 52,093 | $3.68 | $192K |
| holding | Class A Ordinary Shares without par value | -- | -- | -- |
Holdings After Transaction:
Performance Share Units — 292,532 shares (Direct);
Class A Ordinary Shares without par value — 686,319 shares (Direct);
Class A Ordinary Shares without par value — 1,372,510 shares (Indirect, Held by Robinson Family Ventures Inc.)
Footnotes (1)
- Each performance share unit ("PSU") represents a contingent right to receive one Class A ordinary share, without par value (the "Common Shares"), of New Horizon Aircraft Ltd. (the "Company"). The PSUs vest as follows: (i) fifty percent (50%) of the PSUs shall vest based on the Company's market capitalization, such that: (A) 80% of such fifty percent (50%) portion shall vest upon the Company achieving a market capitalization equal to 80% of the target market capitalization of US$250,000,000; and (B) the remaining portion shall vest proportionately on a straight-line basis as the Company's market capitalization increases from 80% to 100% of the target market capitalization, with 100% of such portion vesting upon achievement of the full target; and (ii) the remaining fifty percent (50%) of the PSUs shall vest if the Company's Common Shares, as listed on The Nasdaq Capital Market, have achieved a higher total return than the Russell Microcap Index over any two-year period commencing on the date of grant and ending on the expiry date of such PSUs. On May 26, 2026, 207,468 PSUs vested based on the achievement of the applicable market capitalization performance criteria. Includes shares acquired under the Company's employee share purchase plan since the reporting person's last Form 4 filing reporting holdings of Class A ordinary shares on October 16, 2025. Reflects a transaction solely to cover withholding payments to applicable taxing authorities. No cash proceeds were received by the reporting person in connection with the disposition of securities disclosed in this row. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
Key Figures
PSUs vested and exercised: 207,468 units
Shares withheld for taxes: 52,093 shares
Tax withholding reference price: $3.6800 per share
+5 more
8 metrics
PSUs vested and exercised
207,468 units
Performance Share Units vested on May 26, 2026 based on market capitalization criteria
Shares withheld for taxes
52,093 shares
Class A ordinary shares disposed of to cover tax withholding obligations at $3.6800 per share
Tax withholding reference price
$3.6800 per share
Price used for the F-code tax-withholding disposition of 52,093 Class A shares
Direct share holdings after transactions
686,319 shares
Class A ordinary shares held directly by Eric Brandon Robinson following the May 26, 2026 activity
Indirect share holdings
1,372,510 shares
Class A ordinary shares held indirectly through Robinson Family Ventures Inc.
Remaining PSU balance
292,532 units
Performance Share Units remaining after vesting and exercise, expiring December 15, 2029
Target market capitalization for PSU vesting
US$250,000,000
PSU vesting tied to achieving up to 100% of this market capitalization target
PSU expiration date
December 15, 2029
Expiration date for the Performance Share Units referenced in the derivative transaction
Key Terms
Performance Share Units, market capitalization, Russell Microcap Index, employee share purchase plan, +2 more
6 terms
market capitalization financial
"The PSUs vest as follows: fifty percent shall vest based on the Company's market capitalization"
Market capitalization is the total market value of a company’s outstanding shares, calculated by multiplying the current share price by the number of shares issued. It gives a quick snapshot of a company’s size and how investors value it, influencing perceived risk, index membership, and roughly how much it might cost to buy the whole company — like using a sticker price to compare the relative size and price of different houses.
Russell Microcap Index financial
"the remaining fifty percent of the PSUs shall vest if the Company's Common Shares have a higher total return than the Russell Microcap Index"
A broad market index that tracks the performance of the smallest publicly traded U.S. companies by market value, the Russell Microcap Index measures how tiny, often early-stage or niche firms are doing overall. Investors use it like a thermometer: it shows the health and trends of the micro-cap segment, helps compare fund performance, and guides decisions about risk, diversification and potential for high growth or volatility.
withholding payments to applicable taxing authorities financial
"Reflects a transaction solely to cover withholding payments to applicable taxing authorities"
pecuniary interest financial
"The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein"
FAQ
What insider equity transactions did HOVR CEO Eric Brandon Robinson report on May 26, 2026?
Eric Brandon Robinson reported vesting and exercise of 207,468 Performance Share Units into Class A ordinary shares, plus a related tax-withholding disposition of 52,093 shares. The activity reflects PSU-based compensation vesting rather than an open-market stock purchase or sale.
What are CEO Eric Brandon Robinson’s HOVR holdings after these transactions?
After the reported transactions, Eric Brandon Robinson holds 686,319 Class A shares directly and 1,372,510 shares indirectly via Robinson Family Ventures Inc., plus 292,532 PSUs. He disclaims beneficial ownership of the indirect shares beyond his pecuniary interest in that entity.